S corp liquidating distributions


09-Nov-2017 07:37

Once you file the articles of dissolution, most states require publication of the dissolution in local newspapers' "public notice" section.

This allows any creditors to make a claim against the company before assets are liquidated and distributed. Once the articles of dissolution are approved, begin the liquidation of assets. Final payroll is the top priority followed by all other debts.

Corporations file IRS Form 1120S and complete Schedule K-1 stating the distribution of profits and assets to shareholders.

Some states require a tax clearance before filing the dissolution paperwork.

This provides the legal authorization to dissolve the corporation.

Record the vote in the meeting minutes which are added to formal corporate records.

Stated in a more simple manner, a disproportionate distribution will not be treated as creating a second class of stock, provided the underlying stock provides both A and B with identical to the distribution, despite the fact that a distribution happened to be made disproportionately.

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For example, you may need to contact the unemployment department to inform them of closure.For an S that's always been an S, they don't go on a 1099-DIV.In that case, they show up just as a normal property distribution; there's no distinction between liquidating and non-liquidating.The corporation caught its own mistake, and asked the IRS to rule on whether it would be permitted to make corrective distributions — which would also be disproportionate — to true up its shareholders and get everyone back on an even playing field.